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Investor relations

Investor Relations

At Transcendent Group you will meet experienced consultants within Governance, Risk and Compliance. We are an independent adviser with a clear understanding of risk and business value. Based on our clients’ needs, we support them in projects through the provision of outsourced solutions or through secondment roles. Our clients operate in both the public and private sector, including government agencies, businesses and other organizations in a variety of industries.

Founded in Stockholm in 2001, Transcendent Group is a value-driven company. We hand-pick our employees, and only recruit experienced consultants from within Governance, Risk and Compliance. Today, Transcendent Group has grown to become a consulting business with offices throughout Europe.

Dividend policy

Based on the overall financial targets, as well as the short-term and long-term objectives for the group, the Board has decided on the following dividend policy for the parent company;

Excess funds shall be returned to shareholders through dividends. Transcendent Group has the aim to continuously grow dividend per share with an ambition to return 50 percent of the annual profit back to shareholders subject to adjustment for larger non-recurring items.

The Share

Ticker symbol: TRG

ISIN-code: SE0001299064

Marketplace: Nasdaq First North Premier Growth Market

Certified Adviser: Avanza Bank

Largest shareholders per 13-04-2020:

Follow Transcendent Group at Nasdaq:Source: Euroclear

Nasdaq First North Premier Growth Market (“First North Premier”) is an alternative market operated by the different exchanges that make up the Nasdaq group. It does not have the same legal status as a regulated market. A company traded on Nasdaq First North Premier is subject to the same Market Abuse Regulation as the companies on the main market Nasdaq, the issuer rulebook on First North Premier is lighter than Nasdaq and adjusted for growth companies. The risk of an investment in a company traded on First North Premier may be higher than an investment in a company admitted to trading on a regulated market. All companies listed on First North have a certified adviser that monitors compliance with the rules.

Financial Reports

Here are the financial reports which may be of interest to shareholders, analysts and other stakeholders.

Martin Malm

Mattias Brodin

Certified Adviser

Avanza Bank AB 08 – 562 250 00 ca@avanza.se

Corporate Governance

Transcendent Group is a Swedish public limited liability company. Prior to the listing on Nasdaq First North Premier Growth Market, corporate governance in the Company was based on Swedish laws and regulations, the Company’s article of associations as well as internal rules and instructions.

As a company listed on Nasdaq First North Premier Growth Market, the Company will apply the Swedish Corporate Governance Code hereafter referred to as “the Code”. The Code is based on the principle “comply or explain”.

The company will comply with the Nasdaq First North Rulebook, as well as other Swedish and foreign laws and regulations, the company’s articles of associations as well as its internal rules and instruction.

Board of Directors

The Board has the ultimate responsibility for the overall governance of Transcendent Group, its administration and organization and the handling of the Group’s affairs. The board must, like Transcendent Group, apply the Swedish Corporate Governance Code (“the Code”).

The board of Directors shall be made up of a minimum of 3 and a maximum of 8 board members with a maximum of 3 deputy board members. The board members and deputy board members are elected annually at the annual general meeting for a period of one year,

Håkan Berg

Member and Chairman of the Board since 2015.

Håkan is a lawyer and worked at Swedbank for 30 years in both operative roles as well as with roles in Governance, Risk and Compliance. He was a member of the Group Management Team for the last 15 years of his time at Swedbank. Since 2014, Håkan has been active with several board assignments, consulting and investments through his own companies. Håkan is currently Chairman of the Board in four unlisted companies.

Born: 1955

Education: Bachelor degree in Law at Uppsala University

Other assignments: Chairman of board for Avtal 24 AB, ChorusClass AB and Montaro AB and member of the board and chairman of the Audit Commitee, ICA Banken.

Previous assignments the last five years: Member of the board Lendico AB.

Shareholding: 556 692 shares owned via equityinsurance

Independent in relation to the company and management: No

Independent in relation to major shareholders: No

Sigrun Hjelmqvist

Member of the board since 2018.

Sigrun has worked for 20 years at Ericsson in several senior roles, including CEO of Ericsson Components AB. After her time at Ericsson, she was one of the founders of the Venture Capital company, Brainheart Capital HB. Sigrun has, since 2010, mostly dedicated herself to board assignments and is currently a member of the board in five listed companies; Addnode Group AB, Eolous Vind AB, Teqnion AB, Azelio AB and Edgeware AB.

Born: 1956

Education: Degree in Engineering, Technical Physics and Technology Licentiate, Applied Physics at the Royal Institute of Technology.

Other assignments: Chairman of the board at Igot AB, Facesso AB. Member of the board at Addnode group AB, Eolus Vind AB, Edgeware AB, Teqnion AB and Azelio AB.

Previous assignments the last five years: Member of the board at Blutest AB, Silex Microsystem AB, Danmarks Tekniske Universitet DTU, Saminvest AB and Clavister AB. Member and chairman of the board at Nordic Iron Ore AB. Member of the board at Almi Invest Östra Mellansverige, Almi Invest Stockholm and Fouriertransform AB.

Shareholding: 5 000 shares.

Independent in relation to the company and management: Yes

Independent in relation to major shareholders: Yes

Lars O Andersson

Member of the board since 2018.

After 17 years with IBM, Lars developed consultancies within IT such as Corda Consulting AB, Mind AB and Canvisa Consulting AB. Canvisa AB was integrated with Tieto at the end of 2013, whereas Lars received the overall responsibility for Tietos business transformation for clients within the financial sector. In 2015, Lars also undertook the responsibility for Tietos M&A activities within the financial sector. As of today, Lars is a member of the board in Forex Bank, Biocool, Crosskey Banking Solutions Ab Ltd and Anerli Förvaltning AB.

Born: 1953

Education: Degree in Business Administration, Stockholm School of Economics.

Previous assignments the last five years: Member of the board at Nasdaq BrokerServices AB. CEO and member of the board at Lomaragd Invest, Canvisa Consulting AB and Corda Consulting AB.

Shareholding: 5 000 shares.

Independent in relation to the company and management: Yes

Independent in relation to major shareholders: Yes

Ingrid Nordlund

Member of the board since 2018.

Ingrid started her career with Proffice. She then joined NGS Group in 2008 and took the role as CEO in 2010. NGS is a market leading staffing and recruitment company listed on Nasdaq with an annual turnover of around 700 MSEK. Ingrid is also a member of the board at OEM International AB, listed on Nasdaq.

Precious assignments the last five years:e-Quality Personalkraft AB, Octapod AB, Klona Rekrytering AB, Decennium3 Nordic AB. Member of the Board in OEM international AB and HomeMaid AB.

Shareholding: 5 000 shares

Independent in relation to the company and management: Yes

Independent in relation to major shareholders: Yes

Magnus Juvas

Member of the board since 2015.

Magnus was one of the four founders of Transcendent Group back in 2001. Magnus is still one of the main owners of TG and is also partner and CEO of Solidify AB.

Born: 1971

Education: Master of Science in Computer Science, University of Colorado.

Other assignments: Member of the board and CEO of Solidify AB and Solidify Holding AB, member of the board at Koppslahyttan Holding AB.

Previous assignments the last five years: Transcendent Group Holding Inc.

Shareholding: 912 996 shares.

Independent in relation to the company and management: No

Independent in relation to major shareholders: No

Management team

As of today, Transcendent Group’s executive management team consists of seven senior executives, including the CEO.

The CEO and management team are responsible for the Company’s ongoing management and is subordinate to the Board of Directors. The division of duties between the Board and the CEO is stated in the rules of procedure and in the instructions for the CEO.

The CEO shall keep the Board of Directors continuously informed of the development of the Company’s business, results and financial position, important business events and any other event or circumstances that can be of importance for the Company’s shareholders.

Martin Malm

CEO of Transcendent Group AB since 2016.

Born: 1973

Education: Master of Science in Computer and Systems Science at Stockholm University

Previous assignments the last five years: Member of the board Maquire AB.

Auditors

The auditor’s role is to examine Transcendent Group’s annual reports and accounts as well as the administration of the board and the CEO. After each financial year, the auditor must submit an audit report to the Annual General Meeting.

The noted auditing firm KPMG AB (P.O. Box 362, 101 27 Stockholm) has been Transcendent Group’s auditors since the general meeting in 2018 and was re-elected at the Annual General meeting 2020 until the end of the Annual General Meeting in 2021. Mattias Johansson (authorized accountant and member of FAR) has been responsible for auditing since the general meeting in 2018.

Remuneration

The Board of Directors’ proposal for remuneration guidelines for Group executives is presented and subject for approval at the Annual General Meeting. The Board shall prepare a proposal for new guidelines at least every fourth year and submit to the Annual General Meeting. The latest guidelines were adopted by the Annual General Meeting 2020. The guidelines have been developed taking into account the new EU rules on shareholders’ rights that have been implemented through amendments to the Swedish Companies Act and the Swedish Corporate Governance Code.

Annual General Meetings

The general meeting is Transcendent Group’s highest governing body in accordance to the Swedish law ‘aktiebolagslagen (2005:551). It is at the general meeting that the shareholders can exercise their influence in the company. The annual meetings will be held in Stockholm where the Company has its headquarter.

The note for the General Meeting will be distributed to the post and published in a domestic newspaper. The note will be made public on the Company’s webpage (transcendentgroup.com/investors).

Articles of association

The English version of the articles of association is an unofficial translation of the Swedish original and in case of any discrepancies between the Swedish version and the English translation, the Swedish version shall prevail.

§ 1 FIRMA/ COMPANY NAME Bolagets firma är Transcendent Group AB (publ).The name of the company is Transcendent Group AB (publ).

§ 2 SÄTE/ HEADQUARTERS Styrelsen skall ha sitt säte i Stockholms kommun.The headquarters of the board of directors shall be in the municipality of Stockholm.

§ 5 ANTAL AKTIER/ NUMBER OF SHARES Antalet aktier skall vara lägst 5 000 000 stycken och högst 20 000 000 stycken.The number of shares shall be not less than 5 000 000 and not more than 20 000 000.

§ 6 STYRELSEN/ BOARD OF DIRECTORS Styrelsen skall bestå av lägst 3 och högst 8 styrelseledamöter med högst 3 styrelsesuppleanter. Styrelseledamöterna och styrelsesuppleanterna väljs årligen på årsstämma för tiden intill slutet av nästa årsstämma.The board of directors shall be made up of a minimum of 3 and a maximum of 8 board members with a maximum of 3 deputy board members. The board members and deputy board members are elected annually at the annual general meeting for the period until the end of the next annual general meeting.

§ 8 KALLELSE/ NOTICE Kallelse till bolagsstämma ska ske genom annonsering i Post- och Inrikes Tidningar och genom att kallelsen hålls tillgänglig på Bolagets webbplats. Samtidigt som kallelse sker ska Bolaget genom annonsering i Svenska Dagbladet upplysa om att kallelse har skett.Notice to attend a general meeting shall take place through an announcement in the Official Swedish Gazette and by making the notice to attend available on the company’s website. Concurrently with issuance of notice to attend, the company shall announce, in Svenska Dagbladet that notice to attend has taken place.

Rätt att delta i stämman har sådana aktieägare som anmält sig hos bolaget senast den dag och tidpunkt som anges i kallelsen till stämman. Denna dag får inte vara söndag, annan allmän helgdag, lördag, midsommarafton, julafton eller nyårsafton och inte infalla tidigare än femte vardagen före stämman.The right to participate at general meetings shall vest in any shareholder who has notified the company thereof not later than the date specified in the notice to attend the general meeting. Such a date may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not occur earlier than the fifth weekday prior to the general meeting.

Fastställande av resultaträkningen och balansräkningen samt, i förekommande fall koncernresultaträkningen och koncernbalansräkningen;Adoption of the income statement and the balance sheet and, if applicable, the consolidated income statement and the consolidated balance sheet;

Ansvarsfrihet åt styrelseledamöterna och verkställande direktören.Discharge from liability for board members and the managing director.

Fastställande av arvoden till styrelsen och till revisorerna.Determination of fees for the board of directors and the auditors.

Val till styrelsen och av revisorer.Election of the board of directors and auditors.

Annat ärende, som skall tas upp på stämman enligt aktiebolagslagen (2005:551) eller bolagsordningen.Any other matter to be addressed at the meeting according to the Swedish Companies Act (2005:551) or the articles of association.

Corporate Governance Reports

Nomination committee

The Annual General Meeting 2020 resolved to instruct the chairman of the Board of Directors to contact the four largest registered shareholders listed in the Transcendent Group’s share register kept by Euroclear Sweden as of the final bank day in August, each of which shall appoint a representative who is not a member of the Board of Directors of the Company, to constitute the Nomination Committee ahead of the Annual General Meeting 2021. For the full instruction, please see the notice to the Annual General Meeting 2020.

The Nomination Committee shall draw up proposals for presentation to and decision by the Annual General Meeting 2021 regarding: – proposal of chairman of the Annual General Meeting, – proposal of members of the Board of Directors, – proposal of chairman of the Board of Directors, – proposal of remuneration to each member of the Board of Directors, – proposal of compensation for eventual committee work, – proposal of auditors and remuneration to the auditors, – proposal of nomination procedure for the following year.